When you are entering into an agreement and there will be additional paperwork or filings to be completed after the agreement is signed, you may want to add a "further assurances" clause, similar to the one below:

In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.

Construction and Interpretation

Courts have, over time, established general rules of legal construction or interpretation when reviewing legal documents. One of these general rules is that if there is an ambiguity within a document, the ambiguity will be construed against the person who drafted the document (presumably because the drafter was the one who had the opportunity to make the document more or less clear). You may choose to add a general "legal construction" or "interpretation" clause to your legal agreement in order to reduce the number of uncertainties that may arise in interpreting the document. An example of a legal construction clause is below:

This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal representative) drafted the Agreement. The headings, titles, and captions contained in this Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word "including" means "including, without limitation."

Entire Agreement

A written legal agreement is frequently the final, complete statement of agreement between two parties on a particular subject. If that is the case, you may choose to add an "entire agreement" clause in order to clarify that previous communications or other correspondence (which may have been part of the negotiations leading up to the written agreement) should not change the terms of the final written agreement: For example:

This Agreement constitutes the entire agreement of the parties relating to the subject matter addressed in this Agreement. This Agreement supersedes all prior communications, contracts, or agreements between the parties with respect to the subject matter addressed in this Agreement, whether oral or written.

Invalid Provisions

If you have a concern that any term within an agreement may be illegal or unenforceable under any applicable law (federal, state, or local), you should consult a licensed attorney for advice. Your attorney may be able to clarify the matter for you. If there is still a question about whether a particular provision may exceed the limitations of applicable law (such as the term or geographic boundary of a non-compete provision in an employment or franchise agreement), you may choose to include a "severance" or "invalid provisions" clause in your agreement. An example is shown below:

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.

Advice of Counsel

A defense that is often raised to the enforcement of an agreement is that a party did not understand the terms of the agreement or did not have the advice of an attorney before the agreement was signed. (This is especially pertinent when one party hired an attorney but the other did not.) A good general clause to add to any legal agreement is a statement that each party understands the agreement and has had legal counsel (or at least has had the opportunity to seek legal counsel) regarding the effect of the agreement. An example of such a clause is shown below.

Each party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel (if sought).

Notarization

Many people wonder when a signature on a document must be notarized. The requirements for notarization vary considerably from state to state (and you should consult with a licensed attorney to make certain your documents meet applicable requirements). In general, notarization is usually required when dealing with wills, real property documents, or other documents that may be filed in the public records. You may also choose to have a document notarized if there is any concern that the person signing the document will later deny his or her signature on the documents.

The appropriate form of notarization varies from state to state, as noted above (again, check with a lawyer to make sure your form is correct). Below you will find sample notarization forms for both an individual notarization and for the notarization of a person signing in their capacity as an officer of an entity.

Sample notarization for an individual:

STATE OF __________ §
COUNTY OF __________ §

Before me, the undersigned authority, on this day personally appeared {name}, known to me to be the person whose name is subscribed to the foregoing instrument, and upon his{her} oath acknowledged to me that he{she} executed the same for the purposes and consideration therein expressed.

GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS _______ DAY OF ____________, 20__.

(SEAL)

___________________________________
NOTARY PUBLIC IN AND FOR {county}
COUNTY, {state}

Sample notarization for an entity:

STATE OF __________ §
COUNTY OF __________ §

Before me, the undersigned authority, on this day personally appeared {name}, the {title} of {entity}, known to me to be the person whose name is subscribed to the foregoing instrument, and upon his{her} oath acknowledged to me that he{she} executed the same for the purposes and consideration therein expressed and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS _______ DAY OF ____________, 20__.

(SEAL)

___________________________________
NOTARY PUBLIC IN AND FOR {county}
COUNTY, {state}

The statements and information on this web site are for general informational use only, are not warranted in any way, and do not constitute legal advice. No statement on this web site should be construed as legal advice under any circumstances whatsoever.